Mayr-Melnhof Karton AG: Information on the virtual Shareholders' Meeting

DGAP-News: Mayr-Melnhof Karton AG / Announcement of the Convening of the General Meeting Mayr-Melnhof Karton AG: Information on the virtual Shareholders' Meeting 08.04.2020 / 20:35 Announcement of the Convening of the General Meeting, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Mayr-Melnhof Karton Aktiengesellschaft Vienna, Commercial Register No. 81906 a ISIN AT0000938204 Virtual Ordinary Shareholders' Meeting on Wednesday, April 29th, 2020, at 10:00 a.m. Information concerning the organizational and technical requirements for participation in accordance with Section 3 (3) in conjunction with Section 2 (4) COVID-19-Ordinance (Federal Law Gazette: II Nr. 140/2020) Meeting held as a virtual ordinary shareholders' meeting In order to protect shareholders and other participants, the Management Board has decided to make use of the new legal regulation governing a virtual ordinary shareholders' meeting. The Ordinary Shareholders' Meeting of Mayr-Melnhof Karton Aktiengesellschaft on April 29th, 2020 will be held as a "virtual ordinary shareholders' meeting" within the meaning of the COVID-19 Act and COVID-19 Ordinance. This was announced by the Management Board in the invitation to the 26th Ordinary Shareholders' Meeting of Mayr-Melnhof Karton Aktiengesellschaft, which was published in the Official Gazette insert of Wiener Zeitung on April 1st, 2020 and DGAP on the same day. This means that shareholders may not be physically present at the Ordinary Shareholders' Meeting of Mayr-Melnhof Karton Aktiengesellschaft on April 29th, 2020. By holding the Ordinary Shareholders' Meeting as a virtual meeting instead of postponing it to an uncertain later date, the Management Board believes that both the interests of the Company and the interests of the shareholders have been served in the best possible way. We would expressly point out that it is not possible for shareholders to come to the venue of the Ordinary Shareholders' Meeting in person. Independent proxies In accordance with Section 3 (4) of the COVID-19-Ordinance a motion may only be submitted, votes cast, and objections raised at this virtual Ordinary Shareholders' Meeting of Mayr-Melnhof Karton Aktiengesellschaft on April 29th, 2020, by one of the following special proxies, who are suitable and independent. (i) Attorney Ewald Oberhammer LL.M. Oberhammer Rechtsanwälte GmbH Karlsplatz 3/1, 1010 Vienna, Austria Tel [phone] Fax [phone] E-mail [e-mail] (ii) Attorney Philipp Stossier Stossier Heitzinger Rechtsanwälte Dragonerstrasse 54, 4600 Wels, Austria Tel [phone] Fax [phone] E-mail [e-mail] (iii) Attorney Andreas Schütz, LL.M. TaylorWessing e|n|w|c Natlacen Walderdorff Cancola Rechtsanwälte GmbH Schwarzenbergplatz 7, 1030 Vienna, Austria Tel [phone] Fax [phone] E-mail [e-mail] (iv) Attorney Dr. Sascha Schulz Schönherr Rechtsanwälte GmbH Schottenring 19, 1010 Vienna, Austria Tel: [phone] Fax: [phone] E-mail: [e-mail] Each shareholder can chose one of the above-mentioned persons as special proxy and grant this person a power of attorney. Granting a power of attorney to another person is not permitted within the meaning of Section 3 (4) of the COVID-19 Ordinance and is therefore legally invalid. It is recommended that the special proxy authorized by the shareholder be contacted in good time if instructions are given to the special proxy authorized by the shareholder to submit a motion and to raise an objection in the virtual general meeting with regard to one or more items on the agenda. A separate power of attorney form is available on the Company's website at www.mayr-melnhof.com/en/for-investors/ordinary-shareholders-meeting/. Please read this power of attorney form carefully and also note the FURTHER INFORMATION CONCERNING THE RIGHTS OF SHAREHOLDERS IN ACCORDANCE WITH SECTIONS 109, 110, 118 AND 119 OF THE AUSTRIAN STOCK CORPORATION ACT (AKTG) IN PARTICULAR IN ACCORDANCE WITH THE COVID 19 ORDINANCE UNDER COMPANY LAW, THE COURSE OF THE ANNUAL GENERAL MEETING AND INFORMATION CONCERNING SHAREHOLDERS' DATA PROTECTION, which is available on the Internet at www.mayr-melnhof.com/en/for-investors/ordinary-shareholders-meeting/. In your interest, the powers of attorney should be received at the latest by April 28th, 2020, 4:00 p.m. CEST, Vienna time, at the appropriate e-mail address of you proxy listed below: (i) [e-mail] (ii) [e-mail] (iii) [e-mail] (iv) [e-mail] This method of transmission gives the proxy you have chosen, but none of the other proxies, direct access to the power of attorney. Nevertheless, the other communication channels for the transmission of powers of attorney, as described in detail in the convening notice in Section IV, remain available to you. However, personal delivery of the power of attorney at the place of assembly is explicitly excluded. For the rest, the provisions in the convening notice in Section IV apply to the granting of the power of attorney or to any revocation of the power of attorney. Shareholders' questions and right to information We would expressly point out that the right to information in accordance with Section 118 of the Austrian Stock Corporation Act can also be exercised by the shareholders themselves during the virtual Ordinary Shareholders' Meeting in accordance with the provisions set out in this notice, as detailed below. Notwithstanding the above, shareholders are requested to send all questions in text form by e-mail to [e-mail] in such good time that they reach the Company no later than two days before the Ordinary Shareholders' Meeting, i.e. Monday, April 27th, 2020. This will allow the Management Board to prepare as accurately as possible and to answer the questions you ask at the Ordinary Shareholders' Meeting as promptly as possible. We would ask you to use the question form that is available on the Company's website at www.mayr-melnhof.com/en/for-investors/ordinary-shareholders-meeting/. Transmission of the Ordinary Shareholders' Meeting via the Internet As announced in the convening notice, the entire Ordinary Shareholders' Meeting will be broadcast over the Internet. All shareholders of the Company can follow the Ordinary Shareholders' Meeting on the Internet at www.mayr-melnhof.com on April 29th, 2020, from approx. 10:00 a.m. The transmission of the Ordinary Shareholders' Meeting over the Internet gives all shareholders who so wish the opportunity to follow the course of the Ordinary Shareholders' Meeting in real time via this audiovisual connection and to follow the presentation by the Management Board and the answers to shareholders' questions. Conduct of the virtual Ordinary Shareholders' Meeting Shareholders will also have the opportunity during the shareholders' meeting to submit their questions to the Company electronically in text form within a certain window of time after the opening of the meeting. These questions will be read out by the chair or a person designated by the chair at the Ordinary Shareholders Meeting. For this purpose please send a simple e-mail to the following address [e-mail]. In this simple e-mail, the person making the declaration (name/company name, date of birth/commercial register number of the shareholder) must be stated and the conclusion of the declaration must be made recognizable by reproducing the signature of the name or otherwise (Section 13 (2) of the Austrian Stock Corporation Act) in order to enable the Company to determine the identity of and conformity with the safe custody receipt. However, you are welcome to complete the question form provided on the website and submit it as a PDF file. This gives shareholders the opportunity to react to developments at the Ordinary General Meeting themselves, for example by putting a question or supplementary question. The chair of the shareholders' meeting will structure the course of the meeting in terms of time, as is the case with a conventional ordinary shareholders' meeting, and will, in particular, give notice of a specific time by which questions may be asked. The shareholders will also have the opportunity to amend their instructions, in particular with regard to the submission of new motions, the casting of votes or changes to their instructions regarding the casting of votes on one or more items on the agenda, but also the raising of objections to one or more items on the agenda to the proxy concerned, even during the Shareholders' Meeting up to a certain point in time. Please send a simple e-mail to the e-mail address of your proxy to which you also sent the power of attorney: (i) [e-mail], (ii) [e-mail], (iii) [e-mail], or (iv) [e-mail]. In this simple e-mail, the person making the declaration (name/company name, date of birth/commercial register number of the shareholder) must be stated and the conclusion of the declaration must be made recognizable by reproducing the signature of the name or otherwise (Section 13 (2) of the Austrian Stock Corporation Act) in order to enable the proxy to determine the identity and conformity with the power of attorney. Please note that, in all probability, only electronic communication with your proxy will be possible during the Ordinary Shareholders' Meeting and that, in particular, it will not be possible to reach the proxy by telephone. The time up to which instructions regarding the submission of motions, voting, and objections are possible will also be determined by the chair during the course of the meeting. Attention is drawn to the fact that it may be necessary to interrupt the virtual Ordinary Shareholders' Meeting for a short time in order to safely process shareholders' instructions to the proxies received during the meeting. The Management Board will endeavor to ensure the highest possible quality of decision-making for shareholders in the context of the above-mentioned communication channels and opportunities for participation. Convening notice In addition, reference is made to the provisions of the convening notice of April 1st, 2020, in particular the requirement of timely transmission of the safe custody receipt for the exercise of shareholder rights in the virtual Ordinary Shareholders' Meeting to be held on April 29th, 2020. Website Please note the more detailed information on shareholder rights in accordance with Sections 109, 110, 118 and 119 of the Austrian Stock Corporation Act, in particular in terms of the COVID-19-Ordinance, which is available at www.mayr-melnhof.com under the headings "For Investors" and "Ordinary Shareholders' Meeting". Vienna, April 8th, 2020                            Management Board This English version is a translation of the German original text. 08.04.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language:	English
Company:	Mayr-Melnhof Karton AG
	Brahmsplatz 6
	1040 Wien
	Austria
Phone:	0043 1 501 36 91180
Fax:	0043 1 501 36 91391
E-mail:	[e-mail]
Internet:	www.mayr-melnhof.com
ISIN:	AT0000938204
WKN:	93820
Listed:	Regulated Unofficial Market in Berlin, Frankfurt (Basic Board), Munich, Stuttgart; Vienna Stock Exchange (Official Market)

End of News	DGAP News Service

1019085  08.04.2020